United States
Securities and Exchange Commission
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the
Securities Exchange Act of 1934

For the month of
October 2009

Aracruz Celulose S.A.

Aracruz Cellulose S.A.
(Translation of Registrant’s name into English)

Av. Brigadeiro Faria Lima, 2,277—4th floor
São Paulo, SP 01452-000, Brazil
(Address of principal executive office)

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)

(Check One) Form 20-F þ Form 40-F o

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1))

(Check One) Yes o No þ

(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7))

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(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)

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(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b). 82- .)

~~VOTORANTIM CELULOSE E PAPEL S.A. A Publicly-Held Company~~ (CNPJ~~: 60.643.228~~/~~0001-21~~MF ~~NIRE:~~nº ~~35.300.022.807 ARACRUZ CELULOSE S.A. A Publicly-Held Company CNPJ:~~ 42.157.511/0001 -61) ~~NIRE:~~A ~~32.300.025.897~~Publicly Held Company

~~MATERIAL~~MINUTES ~~FACT~~OF THE SPECIAL MEETING OF THE BOARD OF DIRECTORS

~~Pursuant to the provisions of article 157~~Date, ~~paragraph~~time ~~4, of Law nº 6,404/76~~ and of CVM Instruction nº 358/2002, and in accordance with the company’s Notice to the Market of September 16th and the Material Information release published on September 22nd, ARACRUZ CELULOSE S.A. ("ARACRUZ" or the “company”) and VOTORANTIM CELULOSE E PAPEL S.A. (“VCP”), announce that, on this date, the management of ARACRUZ and representatives of Empresas CMPC S.A. (“CMPC”), based in Santiago, Chile, signed a sales contract (the “Contract”) for the transfer of ownership of the assets represented by the industrial installations, lands and forests collectively known as the Guaíba Unit, located in the municipality of Guaíba, in the state of Rio Grande do Sul. In general terms, these compriseplace: (i) a pulp Mill with an annual production capacity of approximately 450,000 tons; (ii) a paper plant, with an annual production capacity of around 60,000 tons; (iii) land totalling an area of approximately 212,000 hectares (of which 32,000 hectares are leased, under partnerships); as well as (iv) licenses and authorizations for a project to expand the pulp mill, raising its production capacity to around 1.75 million tons a year.

~~The~~October ~~sale price that has been agreed for the Guaíba Unit is US$ 1~~21,~~430~~ ~~million and the payments are to be made in two installments~~2009, ~~the~~at ~~first~~7:30 ~~of which~~p.m., ~~for~~taking ~~the~~place ~~sum~~exceptionally ofby ~~US$~~teleconference 1centralized ~~(one)~~at ~~billion, is to be made upon~~ the ~~completion~~branch office of the ~~deal,~~Company ~~set~~located ~~for~~at ~~December~~Av. ~~15,~~Brigadeiro ~~2009;~~Faria ~~and the second~~Lima, ~~for~~nº ~~the~~2.277 ~~sum~~– of4th ~~US$ 430 million~~floor, toin ~~be made 45 (forty-five) days after~~ the ~~payment~~City of ~~the~~São ~~first~~Paulo, ~~with~~State ~~a interest rate~~ of ~~7.5%~~São pPaulo.~~a..~~

Despite selling the Guaíba Unit, the company has retained assets worth about US$ 180 million, represented by industrial equipment that had been purchased for the expansion of that unit and shall now be used in a future expansion project that the company may undertake. The timing and sequence of any future expansion projects will be subject to market conditions and the company’s commitment to the exercising of discipline in the expansion of the pulp and paper industry worldwide. Present:

~~Simultaneously,~~Convened ~~the~~as ~~company is restructuring its debt liabilities~~usual, ~~in order to align~~ the ~~maturity~~following ~~profile~~Directors ~~with~~participated ~~its~~in ~~future cash generation. The combination of these two events will reposition~~ the ~~company’s~~meeting: ~~capital~~Raul ~~structure and debt profile, while creating conditions for the resumption of growth through high yield projects and the recovery of its investment grade rating.~~ Calfat

~~Aracruz/São~~(Chairman ~~Paulo~~of the Board of Directors), ~~October~~Alexandre 8D'Ambrosio, ~~2009~~Sergio Duarte Pinheiro, Gilberto Lara Nogueira, Wang Wei Chang.

~~VOTORANTIM CELULOSE E PAPEL S.A. Marcos Grodetzky Investor Relations Officer ARACRUZ CELULOSE S.A. Marcos Grodetzky Investor Relations Officer~~Presiding:

~~Special~~Raul ~~Note~~Calfat, ~~Regarding~~Chairman ~~Forward-Looking~~of ~~Statements:~~the Board of Directors, presided, with José Luiz Braga acting as secretary.

This Relevant Fact contains certain forward-looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to Aracruz and VCP, are intended to identify forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. Undue reliance should not be placed on such statements. Forward-looking statements speak only for the date they are made, and we undertake no obligation to publicly update any of them in the light of new information or future events. Resolutions:

1.	Sale of the Guaíba Unit

1.1.	Subsidiary Creation – Management was authorized to constitute two subsidiaries to be headquartered in the City of Guaíba, in the State of Rio Grande do Sul, with capital stock between them of up to R$ 3,000,000,000.00 (three billion reais), to be distributed between the two new subsidiaries as defined in their respective articles of association, paying in the subscribed capital with a transfer of equity represented by the industrial installations, land and forests that together are known as the Guaíba Unit, in the City of Guaíba, in the State of Rio Grande do Sul, which in general terms comprise (i) a pulp factory with annual production capacity of approximately 450,000 tons, (ii) a paper plant with annual production capacity of approximately 60,000 tons, (iii) approximately 212,000 hectares of land (of which 32,000 is leased, in forestry partnerships), and (iv) licenses and authorizations to execute an expansion project for the pulp factory, to increase its annual capacity to nearly 1.75 million tons.

1.2.	Authorization to Sell the Guaíba Unit – Under the terms included in item VII of article 16 of the Bylaws of the Company, the Board of Directors ratified all the acts of Management aiming the selling to Empresas CMPC S.A. (“CMPC”), based in Santiago, Chile, of Aracruz share in the capital of the companies to be constituted as contemplated in the resolution above. The sale price of the two subsidiaries shall be US$ 1,430,000,000.00 (one billion four hundred and thirty million dollars), to be paid in two installments: the first of these in the amount of US$ 1,000,000,000.00 (one billion dollars), to be paid at the conclusion of negotiations, which is scheduled to occur on December 15, 2009; the second installment, in the amount of US$ 430,000,000.00 (four hundred thirty million dollars), shall be paid within 45 (forty-five) days as of the date of the first payment, with an adjustment at the rate of 7.5% per year. The members of the Board of Directors analyzed the terms of the sale of the two subsidiaries and consider the amount to be paid in the sale to represent, in fact, the fair market value of the Guaíba Unit assets, which, by virtue of their transfer to pay in the capital of these subsidiaries, will be the respective assets of the subsidiaries, in proportion to the capital subscribed by the Company in each of them.

2.	Delegation to Contract

In accordance with the provisions of article 23 of the Bylaws of the Company, Management are fully authorized to perform all the acts necessary to implement the resolutions contained in item 1, expressly ratifying all the acts taken until then, which are validly taken and apt to produce the legal effects for which they were intended.

Closing:

The matters submitted to the deliberation of the Board being unanimously approved, the meeting was closed with the transcription of these minutes, which are signed by the participants.

São Paulo, October 21, 2009.

Raul Calfat

Chairman of the Board of Directors and Presiding Officer

José Luiz Braga
Secretary

Alexandre D'Ambrosio

Sérgio Duarte Pinheiro

Gilberto Lara Nogueira

Wang Wei Chang

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 0822, 2009

ARACRUZ CELULOSE S.A.
By: /s/ Marcos Grodetzky
Name: Marcos Grodetzky
Title: Investor Relations Officer

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